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Constitution & Bylaws

CONSTITUTION

ARTICLE I: NAME
The name of the Club is the American Shih Tzu Club, Inc.

ARTICLE II: PURPOSES

SECTION 1.
The Purposes of the Club are:
(a) to do all possible to bring the natural qualities of the Shih Tzu to perfection.
(b) to do all in its power to protect the health and welfare of the breed.
(c) to strongly urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which the Shih Tzu shall be judged.
(d) to conduct specialty shows and obedience trials under the rules of the American Kennel Club.
(e) to advance the interests of the breed by encouraging sportsmanlike competition at all times.
(f) to encourage the organization of independent local Shih Tzu specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club.

SECTION 2.
The Club will not be conducted or operated for profit and no part or remainder or residue from dues or donations to the club will inure to the benefit of any member or individual.

SECTION 3.
The members of the club shall adopt and may from time to time revise such bylaws as may be required to carry out these objects.

BYLAWS

ARTICLE I: MEMBERSHIP AND DUES

SECTION 1. Eligibility
There are five types of membership open to those persons who subscribe to the purposes of the Club and its bylaws.

SECTION 2. Classes of Membership(a) Regular Membership. All persons 18 years of age or older who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club and its bylaws. This type of membership enjoys all the privileges of the Club including the right to vote and hold office, except that only members residing within the United States may hold office or vote upon the Standard of the Breed.(b) Special Membership. Local Clubs desiring to be recognized by the American Shih Tzu Club, Inc. Each club shall be entitled to one vote.(c) Junior Membership. Junior memberships are provided for those persons 10 to 17 years of age. Junior members may not vote or hold office. They may convert to regular membership upon reaching their 18th birthday. Junior members do not count in determining a quorum.(d) Life Members. Bestowed only in recognition of exceptional service to the Club, and requires a 2/3 majority vote of the Board of Directors. Life members shall enjoy all the privileges of regular membership; they shall be exempt from paying dues.(e) Honorary Members. Those persons of such outstanding accomplishments in the breeding, showing, handling or similar achievements in the world of purebred dogs as are deemed worthy of this honor. Election to honorary membership will be only with the consent of the party so being honored, and requires a 2/3 majority vote of the Board of Directors. Honorary members may not hold office, or vote, and shall be exempt from paying dues.

SECTION 3. Dues
(a) Membership dues shall be as set by the Board of Directors.
(b) Dues shall be payable, in U.S. funds, on or before the first day of January of each year. All monetary obligations to the club must be paid at the time of dues renewal. No member may vote whose dues are not paid for the current year. During October of each year the Membership Secretary shall be responsible for sending to each member a statement of his dues for the ensuing year. (The dues notice may be enclosed in the member's copy of the Bulletin.) If the dues are not paid by December 1st, the Membership Secretary shall send a second statement by First Class Mail on or before December 15.

SECTION 4. Application For Membership
(a) Each applicant shall apply on a form approved by the Board of Directors, which will provide that the applicant agrees to abide by these Constitution and bylaws and the rules of the American Kennel Club.
(b) Each applicant shall be provided a copy of the Constitution and bylaws and all ethics related club publications.
(c) The application shall state the name, address and occupation of the applicant and shall provide such other information as the Board of Directors shall deem helpful in ascertaining the applicant's qualification for membership. The application shall carry the endorsement of two members in good standing who are not related to the applicant nor to each other nor of the same household. These sponsors must have held membership for at least five years. They must have known the applicant for a period of at least three years and have observed his/her willingness to follow all criteria for membership and to subscribe to the purpose of this Club. Each member eligible to do so is entitled to endorse two (2) prospective members each calendar year.
(d) Applications shall be filed with the Membership Secretary.
(e) Applicant's names will be published in the First Quarter issues of the ASTC Bulletin. Members have 25 days from the mailing date of the Bulletin to write to the Membership Secretary if they have any comment about the applicant.
(f) A Membership Committee appointed by the Board of Directors will consider the application and forward a report to the Board of Directors.

SECTION 5. Election To Membership
(a) Applications received by January 2 will be voted upon by written ballot at the annual Outgoing Board meeting. Affirmative votes of 2/3 of the Board present and voting at the meeting shall be required to elect an applicant.
(b) Applicants will be notified within 30 days of the vote of the Board; no reason will be given for denial of membership.
(c) Applicants will have 30 days from date of notification of acceptance to pay initiation fees and dues in an amount set by the Board of Directors.
(d) An application which has failed to receive the requisite 2/3 affirmative votes by the Board may be presented by one of the applicant's endorsers at the next annual meeting of the Club and the members may elect such applicant by secret ballot and a favorable vote of 75% of the members present and voting.
(e) Applicants for membership who have not been accepted by the club may re-apply one year after the Board's vote.

SECTION 6. Termination Of Membership
Membership may be terminated:(a) By Resignation. Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary, but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.(b) By Lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal year. However, the Board may grant an additional 30 days grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid be entitled to vote at any Club meeting or by mailed ballot. A membership may be terminated by expulsion as provided in Article VI of these bylaws.

ARTICLE II: OFFICERS, DIRECTORS & AKC DELEGATE

SECTION 1. Board Of Directors
(a) The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Membership Secretary, Treasurer, and nine other persons, all of whom shall be members in good standing who are residents of the United States. The President, Vice-President, Recording Secretary, and five of the nine additional persons shall be elected to two year terms in even years at the Club's Annual Meeting. The Corresponding Secretary, Membership Secretary, Treasurer, and four additional persons shall be elected to two year terms in odd years at the Club's Annual Meeting; all shall serve until their successors are elected and installed.
(b) The immediate Past President shall serve as an honorary member (without a vote) of the Board for a period of 2 years.
(c) The AKC Delegate shall be appointed by the Board of Directors every 3 years or whenever a vacancy exists, and shall serve as a non-voting member of the Board.
(d) General management of the Club's affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The Club's officers, consisting of the President, Vice-President, Recording Secretary, Corresponding Secretary, Membership Secretary, and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meeting.(a) The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President, including those specified in the bylaws.(b) The Vice-President shall have all the duties and exercise the powers of the President in the case of the President's death, absence, or incapacity. The Vice-President shall oversee the activities of all standing committees.(c) The Recording Secretary shall record the proceedings of the meetings of the American Shih Tzu Club Inc. and the Board of Directors, and be custodian of all records except those assigned to others.(d) The Corresponding Secretary shall conduct the general correspondence of the American Shih Tzu Club and the Board of Directors, and perform such other duties as pertain to the office and as directed by the Board of Directors.(e) The Membership Secretary shall:

(1) receive every application for membership and advise the applicant of receipt of application and procedure for processing same.
(2) process membership applications in accordance with timelines and procedures established by the Board of Directors.
(3) send out dues notices and receive dues payments, as required by Article I, Sec. 3 of these bylaws.

(f) The Treasurer shall collect and receive all money due or belonging to the Club. Moneys shall be deposited in a bank approved by the Board, in the name of the Club. The books shall at all times be open to inspection by the Board, and a quarterly report shall be given of the condition of the Club's finances and every item of receipt or payment not before reported. At the close of the fiscal year, an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such an amount as the Board of Directors shall determine.(g) The AKC Delegate shall attend the quarterly meetings of the American Kennel Club, reporting to the Board of Directors. The Delegate shall not be limited in the number of terms that he/she may serve. The Delegate may also be a member of the Board of Directors.

SECTION 3. Vacancies. Any vacancy occurring on the Board or among the officers during the year shall be filled until the next election for that position by a majority vote of all the then members of the board, except that a vacancy in the office of President shall be filled automatically by the then Vice-President, and the resulting vacancy in the office of Vice-President shall be filled by the Board.

SECTION 4. Removal From Office. Should any officer or director fail to participate, without just cause, in three actions requiring a vote, that person may be removed from office by a 2/3 majority of vote of the Board. Action is defined as: 1) attendance at a scheduled Board of Directors meeting, or 2) responding to a mailing from the Corresponding Secretary of motion(s) requiring a vote.

ARTICLE III: COMMITTEES

SECTION 1. The Board may each year appoint standing committees to advance the work of the club in such matters as dog shows, trophies, annual prizes, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects. The President appoints each committee Chairman, subject to approval of the Board.

SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee, or upon receipt of a letter of resignation. The Board may appoint successors to those persons who have resigned or whose service has been terminated.

ARTICLE IV: MEETINGS

SECTION 1. Annual Meeting. The general membership will convene in annual meeting once each calendar year in conjunction with the Club's Specialty Show, at a place, date and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed by the Correspondence Secretary to each member at least 30 days prior to the date of the meeting, and/or notification may be published in the Club's Bulletin. The quorum for the annual meeting shall be 10% of the members in good standing.

SECTION 2. Special Club Meeting. Special Club Meetings may be called by the President or by a majority vote of the members of the Board who are present at a meeting of the Board or who vote by mail, and shall be called by the Corresponding Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meeting shall be held at such date, place and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Corresponding Secretary at least 14 days, and not more than 30 days, prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum for such meeting shall be 10% of the members in good standing.

SECTION 3. Board Meetings. The first meeting of the Board shall be held immediately following the Annual Meeting and election. Other meetings of the Board shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. Written notice of such meetings shall be sent by mail or e-mail by the Corresponding Secretary to each member of the Board at least 14 days and not more than 30 days, prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board.

SECTION 4. Board Business. The Board of Directors may conduct its business by these methods:
(a) meetings, which may be held in person or by means of video conference or teleconference provided it does not conflict with any other provision of these bylaws.
(b) voting may be conducted at meeting or through mail, fax or e-mail. E-mail voting will be in accordance with the American Kennel Club's policy "Approval of E-mail Communications for Use by Parent Club Board of Directors" which has been adopted by the Board of Directors. In accordance with that policy, e-mail voting will be these procedures:
(1) all Board members must agree to participate in this manner.
(2) each Board member must sign an authorization agreeing to this method of communication. Such authorization, which is revocable, will also release the Club from any liability should the notification be received late or not received by the board member due to circumstances beyond the Club's control
(3) items voted upon by e-mail or telephone conference call must be confirmed in writing, signed and dated.
(c) a written record of all such business will be furnished to each board member by the Recording Secretary or Corresponding Secretary.

ARTICLE V: THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

SECTION 1. Club Year. The Club's fiscal year shall begin on the first day of January and end on the thirty-first day of December. The Club's official year shall begin immediately at the conclusion of the election at the next Annual Meeting. The elected Officers and Directors shall take office immediately upon the conclusion of the elections, and each retiring Officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.

SECTION 2. Voting. At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of Officers, Directors, and amendments to the constitution and bylaws (and the standard of the breed), which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for the decision of the members by written ballot cast by mail.

SECTION 3. Annual Election. Prior to the Annual Meeting for the election of Officers and Directors, the vote shall be conducted by secret ballot. Ballots to be valid must be received by an individual or independent agent designated by the Board. Ballots shall be counted by an independent professional agent designated by the Board, or by three inspectors of election who are members in good standing, not candidates on the ballot, and no more than one is a member of the current Board. A report of the independent professional agent or Board designated inspectors of election shall be furnished to the Corresponding Secretary prior to the opening of the Annual Meeting. If there is only one candidate for any vacancy, the President shall declare him/her elected and no ballots shall be distributed or counted. If there are two or more candidates for any vacancy, election will be by written ballot.

The candidate for any vacancy who receives the largest number of votes for that office will be elected. If any nominee at the time of the meeting is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided in Article II, Section 3.

SECTION 4. Nominations. Any member in good standing desiring to run for President must have held a position on the Board of Directors.
(a) No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. At a Board meeting, to be held no later than the first day of August of each year, the Board of Directors shall elect a Nominating Committee consisting of five members, and two alternates, not more than one of whom may be a member of the Board of Directors. The Chairman of this committee may call a meeting of the committee promptly to consider nominations for the various Officers and Directors or may conduct its business by mail, FAX, telephone, or e-mail.
(b) The Nominating Committee shall nominate from among the eligible members of the Club one candidate for each office, and for each other position on the Board of Directors, and shall procure the written acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. The Committee shall then submit its slate of candidates and their written acceptances to the Corresponding Secretary no later than October 1st. The Corresponding Secretary shall mail the list, including the full name of each candidate and the name of the state in which he resides, to each voting member no later than December 1st, or this Nominating Committee report may be published in the Fourth Quarter issue of the Bulletin..
(c) Additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received at his/her regular address on or before January 25th, signed by 5% of the voting membership in good standing, and accompanied by the written acceptance of each additional nominee signifying his/her willingness to be a candidate. No person shall be a candidate for more than one position, and the additional nominations, which are provided for herein may be made only from among those members in good standing who have not accepted a nomination from the Nominating Committee. 'In good standing' requires that the nominee and petition signers have paid current year dues on or before January 25th.
(d) Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
(e) After October 1, if a member on the Nominating Committee slate withdraws his/her consent, the membership shall be notified of the vacancy. If there are no petitions received for the vacant position, it shall remain vacant. After the election is closed, the vacancy shall be filled by the newly elected board in accordance with Article II, Section 3 of these bylaws.

SECTION 5. Voting

(a) If no valid additional nominations are received by the Corresponding Secretary on or before January 25th, the Nominating Committee's slate shall be declared elected at the time of the Annual Meeting and no balloting shall be required.
(b) If one or more valid nominations are received by the Corresponding Secretary on or before January 25th, he/she shall, on or before February 8th, mail to each voting member in good standing, a ballot listing all of the nominees for each position in alphabetical order, with the name of the state in which they reside, together with a blank envelope and an envelope addressed to the independent agent or Board designated inspectors of election marked "Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking his/her ballot, shall place it in the blank envelope which in turn shall be placed in the second envelope addressed to the independent agent or Board approved individual. The ballots must be postmarked no later than March 10th. The inspectors of election or Board approved agent shall check the returns against the list of members whose dues are paid for the current year prior to the opening of the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters. After completing the counting process, the independent agent or Board approved individual shall forward the results of the balloting to the Corresponding Secretary who shall notify all candidates and the Board of Directors. The results of the voting shall also be published in the Bulletin and announced at the Annual Meeting.

ARTICLE VI: DISCIPLINE

SECTION 1. American Kennel Club Suspension. Any member who is suspended from the privileges of the American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $100.00 which shall be forfeited if such charges are not sustained by the Board or a committee following a hearing.

The Recording Secretary shall within 7 days send a copy of the charges to each member of the Board or present them at a Board Meeting if a meeting is to take place within 7 days. The Board shall first (within 20 days) consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or of the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board or a Committee of not less that three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Recording Secretary shall promptly send one copy of the charge(s) and all available evidence to the accused member by certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes, as may the complainant. The defendant may also choose to respond to the charge(s) in written form to be presented at the hearing. The Recording Secretary shall at the same time notify the complainant by certified mail as to the Board's decision. Both parties must notify the Recording Secretary whether they will be attending in person.

SECTION 3. Board Hearing. Neither the complainant nor the defendant shall have counsel at the hearing. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Committee may by a majority vote of those present reprimand (a written reprimand directed exclusively to the member may be somewhat detailed but an official (published) reprimand should only indicate that subsequent to a board hearing "... member(X) was officially reprimanded as a result of charges filed by member (Y) or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing, or until the next Annual Meeting, if that will occur after six months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before fellow members at the ensuing Club meeting which considers the recommendations of the Board or Committee.

Immediately after the Board or Committee has reached a decision, it's findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify both parties of the decision and penalty, if any. The findings shall also be printed in the next issue of the Bulletin.

SECTION 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his/her own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his/her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall e necessary for expulsion. If expulsion is not so voted the suspension shall stand.

ARTICLE VII: AMENDMENTS

SECTION 1. Amendments to the constitution and bylaws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary signed by 20 percent of the voting membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members, with recommendations of the Board, by the Corresponding Secretary for a vote within three months of the date when the petition was received by the Corresponding Secretary.

SECTION 2. The constitution and bylaws and the Standard of the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each voting member in good standing on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. The notice shall specify a date not less than 30 days after the date postmarked, by which date the ballots must be returned to the Corresponding Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

SECTION 3. No amendment to the constitution and bylaws or to the Standard for the breed that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

ARTICLE VIII: DISSOLUTION

SECTION 1. The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club but after payment of debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE IX: ORDER OF BUSINESS

SECTION 1. At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

Roll Call
Minutes of the last meeting
Report of the President
Report of the Secretary(s)
Report of the Treasurer
Report of the Vice President
Reports of Committees
(Annual Committee reports and reports of the Officers to be submitted in time for publication in the Club Bulletin prior to the Annual Meeting of the Club. The reading of these reports to be deleted at the Annual Meeting.)
Election of Officers and Board (at annual meeting)
Unfinished business
New business
Adjournment

SECTION 2. At meeting of the Board of Directors, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

Minutes of last meeting
Report of Secretary(s)
Report of Treasurer
Report of Vice President
Reports of Committees
Election of new members
Unfinished business
New business
Adjournment

ARTICLE X: PARLIAMENTARY AUTHORITY

SECTION 1.The rules contained in the latest edition of Robert's Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Club may adopt.

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The members of the American Shih Tzu Club welcome you to the wonderful world of Shih Tzu! Nothing is more important to us than the welfare and perpetuation of these remarkable companions. Generations of breeders in the United States have sacrificed their time and energy to preserve and improve this uniquely lovable breed. It is our goal to continue this legacy by providing as much information and education as possible to ensure that purebred Shih Tzu and their owners will always be held in the highest esteem by all who encounter them.